1. business and industrial
2. advertising and marketing
3. marketing

Value Added Reseller (VAR) Agreement
Thank you for choosing to partner with BlackHat Consultants, LLC (BlackHat) as a Valued Added Reseller (VAR). BlackHat is happy to
answer any questions you may have and to provide you with technical and other customer support, in support of helping VARs
successfully market BlackHat Services and Products. You may contact us by any of the following means:
Phone: (888) 519-5950
Email: [email protected]
Mail:
BlackHat Consultants, LLC
th
19752 SW 49 Ave, Suite 201
Tualatin, OR 97062
Fax:
Website:
(888) 519-5950
www.blackhatconsultants.com
For purposes of this Agreement and any customer agreement(s) applicable to the VAR program for which you are receiving Services
and/or Products, “we” or “us” shall mean BlackHat, where applicable under the particular circumstances. Sections referring to “you” or
“your” refer to the VAR.
TERMS & CONDITIONS.
THIS AGREEMENT DESCRIBES THE TERMS AND CONDITIONS UNDER WHICH BLACKHAT WILL PROVIDE ITS SERVICES TO
VAR. THIS AGREEMENT IS EFFECTIVE UNTIL CHANGED OR REPLACED. SIGNING THIS DOCUMENT SHALL CONSTITUTE
BOTH PARTIES’ ACCEPTANCE OF THIS AGREEMENT AND ITS TERMS & CONDITIONS WILL BE LEGALLY BINDING.
BLACKHAT WILL NOTIFY VAR OF ANY CHANGES TO, OR REPLACEMENT OF, THE TERMS & CONDITIONS OF THIS
AGREEMENT AND VAR’S CONTINUED RECEIPT OF BLACKHAT PRODUCTS AND/OR SERVICES FOLLOWING RECEIPT OF
SUCH NOTICE SHALL CONSTITUTE VAR’S ACCEPTANCE OF SUCH CHANGED OR REPLACED TERMS & CONDITIONS. THIS
VAR CONTRACT IS SUBJECT TO TERMINATION AT ANY POINT BY BLACKHAT OR VAR. TERMINATION OF THIS AGREEMENT
MUST BE IN WRITING.
1. DEFINITIONS.
A. Services Defined. For purposes of this Agreement, the term “Services” shall mean all consultation services that are currently
available from BlackHat and that we may provide to consumers in the future. The following are Services eligible a discounted rate:

Consulting Services

Professional Services

Incident Response Services

Vulnerability Assessment & Penetration Testing Services
B. Products Defined. For purposes of this Agreement, the term “Products” shall mean all available from BlackHat and that we may
provide to consumers in the future. The following are Products are eligible a discounted rate:

Written Information Security Program (WISP)

HackerView Vulnerability Assessment (HVA)
2. INDEPENDENT CONRACTOR.
In furnishing Services and Products hereunder, each party is acting only as an independent contractor. Neither party undertakes by
this Agreement or otherwise to perform any obligation of the other party, whether regulatory or contractual, or to assume any
responsibility for the other party’s actions, business, or operations. Nothing in this Agreement shall be deemed to constitute a
partnership or joint venture between BlackHat and VAR. Neither party shall hold itself out as having any authority to enter into any
contract or create any obligation or liability on behalf of or binding upon the other party. Any use of the term “partner” in any
communication by or between the parties or on their individual or joint behalf to describe their relationship is intended solely in the
colloquial sense of a valued business relationship, and does not indicate the existence of or an offer to enter into a legal partnership,
joint agency or other relationship involving common ownership or joint and/or several liability. Neither party will incur any debt or make
any express or implied agreement, guarantee, warranty, or representation in the name or on behalf of the other without the other’s
express written authorization.
3. CONFIDENTIALITY.
A. Confidential information includes all business, personal, strategic and technical information or data, in any form whatsoever,
disclosed to or received by VAR pursuant to the delivery of the Services and/or Products (whether in writing, verbally, or by any other
means and whether directly or indirectly). This includes by way of example and not limitation, the terms of this Agreement, all
information pertaining to the affairs, polices, products, software, operations, processes, pricing methods, personnel, plans or intentions,
product information, know-how, intellectual property, design rights, trades secrets, market opportunities and business affairs of
BlackHat.
B. BlackHat’s confidential information remains BlackHat property and no right, entitlement or interest in BlackHat confidential
information is extended or conveyed to VAR. At BlackHat’s request, and upon termination of this Agreement, VAR must ensure that all
BlackHat confidential information is either destroyed or returned as requested, and must, if requested by BlackHat, forthwith certify in
writing that this has occurred.
C. The terms of this Confidentiality clause shall survive the termination of this Agreement.
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Copyright © 2012 BlackHat Consultants, LLC
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Value Added Reseller (VAR) Agreement
4. REPRESENTATION, WARRANTIES AND LIMITATION OF LIABILITY.
Warranty: BlackHat warrants to VAR that all Services and Products shall be performed by employees or contractors of BlackHat in a
professional and workmanlike manner. Each party warrants that (i) it has the full right and power to conduct its business; (ii) that this
Agreement has been duly authorized, executed and delivered, and constitutes a valid and binding Agreement in accordance with the
terms herein; and (iii) neither the execution or consummation of the Services contemplated shall result in the breach or default of any
other agreement, charter provision or bylaw, order, law, rule or regulation
LIMITATION OF LIBIALITY AND DISCLAIMER OF WARRANTY;
A. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY ACTS OR OMISSIONS WHICH ARE NOT THE
RESULT OF SUCH PARTY’S GROSS NEGLIGENCE, RECKLESSNESS OR WILLFUL MISCONDUCT.
B. THIS AGREEMENT IS A SERVICE AGREEMENT, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,
BLACKHAT DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
PURPOSE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICES OR ANY
GOODS OR SERVICES PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS AGREEMENT.
C. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, OR
CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING LOST PROFITS WHETHER FORESEEABLE OR NOT, WHETHER
OCCASIONED BY ANY FAILURE TO PERFORM OR THE BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR
OTHER OBLIGATION FOR ANY CAUSE WHATSOEVER.
5. INTELLECTUAL PROPERTY.
A. U.S. copyright laws provide BlackHat, as the copyright owner, the exclusive right to publish, edit, reproduce, prepare derivative
works, distribute, and publicly display its copyrighted works. These laws are intended to protect BlackHat’s intellectual property and
BlackHat will remain the sole copyright owner of BlackHat.
B. BlackHat prohibits VAR from reselling unauthorized versions of BlackHat Products or derivatives of BlackHat Products. Unless
otherwise agreed in writing, all intellectual property in, and relating to the Products (including inventions, patents, trademarks, copyright,
know how, designs, trade secrets and other proprietary rights or forms of intellectual property, and information confidential to BlackHat)
and any alterations, additions or amendments to intellectual property shall remain the property of BlackHat and shall not be disclosed to
any other person without prior written consent from BlackHat.
C. All rights reserved. No copy(ies) or rendition(s)of Products may be produced, stored in a retrieval system, or transmitted by any
means, mechanical, photocopying, recording, or otherwise, without the prior permission of the copyright holder. Unauthorized copies or
renditions of any Product or Service are prohibited. VAR agrees that VAR will be held financially liable to BlackHat for any and all
fraudulent copies of BlackHat Products that VAR or VAR’s employees reproduces and/or sells.
6. GOVERNING LAW.
This agreement shall be governed by the laws of the United States of America and the State of Oregon. Parties to the VAR
CONTRACT agree that the venue for any legal matters that may arise shall be in Clackamas County, Oregon.
7. BILLING POLICIES AND PAYMENTS FOR SERVICES & EQUIPMENT
A. VAR agrees to pay all amounts billed for Services and Products and to pay all taxes, fees and other charges, if any, which are in
connection with any projects performed by BlackHat.
B. The preferred method of payment for VARs is through the online checkout at www.iSecurityPolicy.com. If online payment is not
an option for a VAR, an invoice generated from BlackHat will be sent to VAR upon the delivery of the Services or Products. A VAR in
good standing will be allowed NET15 payment options for non-credit card payments. If VAR does not pay the bill in full before its due
date, VAR agrees to pay an administrative fee for late payment in the amount of 10% of the amount due. BlackHat does not extend
credit to VARs and the late payment fee is not interest, a credit service charge or a finance charge. Other fees and charges may also
be assessed, including without limitation a returned payment fee in the event such non-payment arises from non-sufficient funds. Partial
payments are not acceptable. If payment is mailed, BlackHat does not assume the risk of undelivered mail. If VAR sends checks or
money orders marked with a designation such as “payment in full,” BlackHat can accept this payment without waiving any of its rights,
including without limitation our rights to collect any other amounts owed by VAR, notwithstanding VAR’s characterization of such
payment. VAR understands and agrees that in the case of late payment or nonpayment for any Services and/or Products ordered by
VAR, BlackHat may report such late payment or nonpayment to credit reporting agencies. If VAR does not pay its bill in full by its due
date, or if VAR at any time otherwise fails, neglects or refuses to make timely payment for Services and/or Products, BlackHat has the
right to terminate VAR’s account, in BlackHat’s sole discretion, and in such event BlackHat shall be relieved from any and all duties and
obligations under this Agreement.
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Copyright © 2012 BlackHat Consultants, LLC
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Value Added Reseller (VAR) Agreement
C. If BlackHat does use a collection agency or attorney to collect any money VAR owes BlackHat or to assert any other right which
BlackHat may have against VAR, VAR agrees to pay the reasonable costs of collection or other action. These costs may include, but
are not limited to, the costs of a collection agency, reasonable attorney's fees and court costs. If there are billing errors or other
requests for credit, VAR may contact BlackHat by telephone or in writing. VAR must contact BlackHat within ten (10) business days
after the date VAR receives the billing statement for which VAR is seeking corrections. Failure to timely notify BlackHat of a dispute
shall constitute VAR’s acceptance of the corresponding bill. All payments for Services and/or Products must be made directly by VAR to
BlackHat. For example, BlackHat shall have no obligation to provide Services and/or Products for which payment is made by VAR to a
third party or payment is made by a third party on VAR’s behalf.
D. Due to the intellectual property nature of BlackHat’s Services and Products there is a no return and no refund policy. Once a
Service and/or Product has been generated and transmitted, no refunds of any kind will be allowed.
8. ACCEPTANCE OF VAR CONTRACT.
VAR agrees to indemnify, defend and hold harmless BlackHat, its subsidiaries and affiliated companies, and each of its respective
officers, directors, employees, shareholders and agents (each an "indemnified party" and, collectively, "indemnified parties") from and
against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and
expenses (including, but not limited to, reasonable attorney's fees) threatened, asserted or filed by a third party against any of the
indemnified parties arising out of or relating to any and all negligence and/or misconduct on my part.
IN WITNESS WHEREOF, the Parties below have executed this agreement as of the date indicated below.
VAR: As an authorized signatory authorized to enter into agreements and contracts on behalf of Partner, I hereby accept this
Agreement:
Company Name:
Website:
Print Name:
Signature:
Date:
Title:
Email Address:
BlackHat: As an authorized signatory to enter into Agreements and contracts on behalf of BlackHat, I hereby provide and
accept this Agreement:
Signature:
Print Name:
Title:
Date:
VAR may fax or e-mail this completed document to: (888) 519-5950 or [email protected]
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Copyright © 2012 BlackHat Consultants, LLC
Version 2012.1